Tanla Solutions, a cloud communications provider, will acquire Karix Mobile and its wholly-owned subsidiary, Unicel, from GSO Capital Partners, a Blackstone company, for ₹ 340 crore in a combination of cash and stock, according to a company statement on Monday.
“Tanla Solutions today (on Modnay) signed a definitive share purchase agreement to acquire 100% of Karix Mobile (formerly known as mGage India) and its wholly-owned subsidiary, Unicel, from GSO Capital Partners, a Blackstone company, at an enterprise value of ₹ 340 crore,” a company release said.
GSO will receive a cash payment of ₹ 112 crore. This will be funded from Tanla’s internal accruals. Further, GSO will be issued ₹ 125 crore worth of Tanla stock at a price of ₹ 56.79 per equity share.
Tanla, based in Hyderabad, will take over a debt of ₹ 103 crore. On a fully diluted basis, GSO will own approximately 14.6% in Tanla. On completion of the deal, promoters will own 30.6%, employees 5.6%, and public 49.2%. GSO will have an `observer seat’ on Tanla’s board.
The promoters will have to subscribe to 7.9 million shares to retain their pre-acquisition shareholding of 30.6%. The agreed price for the subscription to shares is ₹ 40. This is, however, subject to SEBI (ICDR) regulations and approval of shareholders, according to the statement.
GSO is entitled to pre-emptive rights in future allotment of capital to enable GSO avoid dilution.
Karix Mobile is an 18-year-old global brand and has offices in four major Indian cities with over 1,500 enterprise clients globally, and a evenue of ₹ 540.24 crore in the fiscal year ended March 31, 2018.
Tanla expects cost synergies of approximately ₹ 15 crore over the next six quarters of operations. The deal is expected to close by October 2018.
